NVIDIA 2015 Annual Report Download - page 50

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33
The only changes made to our Fiscal 2015 executive compensation program since our stockholders overwhelmingly
supported our Fiscal 2014 executive compensation program were the following, intended to further the specific objectives
listed below:
We granted 100% of our CEO’s equity compensation in the form of PSUs
In years prior to Fiscal 2014, Mr. Huang was awarded stock options only. In Fiscal 2014, Mr. Huang was
awarded a combination of PSUs and stock options.
In Fiscal 2015, all of Mr. Huang’s equity compensation was awarded in the form of PSUs.
We introduced PSUs for all of our other NEOs
In Fiscal 2014, our NEOs (other than our CEO as discussed above) received a combination of stock
options and RSUs.
In Fiscal 2015, our NEOs (other than our CEO as discussed above) received a combination of PSUs and
RSUs, weighted roughly 60% toward PSUs.
We revised our Variable Cash Plan so that 100% of our NEOs’ variable cash opportunity is tied to NVIDIAs
financial operating performance
In Fiscal 2014, up to 50% of each NEO’s total variable cash target award opportunity was based on the
Company’s achievement of a corporate financial performance target and up to another 50% was based
on the NEO’s achievement against his or her individual objectives.
In Fiscal 2015, 100% of each NEO’s total variable cash target award opportunity was based on the
Company’s achievement of a corporate financial performance target; therefore, an NEO may no longer
earn a payout under our Variable Cash Plan if the Company does not meet its key financial and operational
performance goals.
We increased emphasis on equity compensation as a percentage of total target pay
In Fiscal 2014, 33% of our CEO’s total target pay was in the form of cash and 67% was in the form of
equity, specifically a combination of PSUs and stock options. In addition, 50% of our other NEOs' total
target pay was in the form of cash and 50% was in the form of equity, specifically a combination of RSUs
and stock options. A substantial portion of overall cash compensation was allocated to target variable cash
compensation for each NEO.
In Fiscal 2015, our CC assigned a greater emphasis on equity compensation as a percentage of overall
target pay, resulting in 21% of our CEO’s total target pay being in the form of cash and 79% in the form
of equity, specifically PSUs. For our other NEOs, 39% of total target pay was in the form of cash and
61% was in the form of equity, specifically a combination of PSUs and RSUs. Given the CC's goal of
delivering a substantial portion of overall pay in the form of "at-risk" pay and delivering this "at-risk"
pay primarily in the form of long-term equity grants, the CC reduced the target annual variable cash
compensation each NEO was eligible to earn to preserve a reasonable competitive total pay position. A
larger portion of overall target cash was allocated to base salary as the CC supported the philosophy of
balancing cash and equity as well as fixed and variable pay for NEOs.